Terms of Service

1.1

1.2

1.3

1.4

1.5

1.6

1.7

1.8

1.9

2.1

An Agreement comes into existence when Polymaths Engineering confirms acceptance of the engagement in Writing, or when work has demonstrably commenced at the Customer's request.

2.2

Quotations and proposals issued by Polymaths Engineering are valid for thirty (30) days from issuance unless stated otherwise. Quotations are non-binding until accepted.

2.3

Agreements concluded are final and cannot be terminated prematurely by the Customer, except as set out in Article 13.

3.1

Polymaths Engineering will perform the Services to the best of its ability and with the care and craftsmanship that may be expected of a specialist provider.

3.2

Unless expressly agreed otherwise in a written Service Level Agreement, the Services are performed as best-effort obligations of conduct, not obligations of result. Indicative timelines and estimates are not binding.

3.3

Polymaths Engineering may engage qualified third parties to perform parts of the Services where this is reasonably necessary for the Agreement. These Terms of Service apply equally to work performed by such third parties.

3.4

Any changes to the Agreement, whether requested by the Customer or required by the circumstances, will be treated as additional work if additional costs are involved and will be invoiced accordingly.

3.5

For Emergency Response engagements, Polymaths Engineering will use reasonable efforts to respond within the response window agreed in Writing. In the absence of an agreed response window, the Services are performed during business hours (Mon–Fri, Dutch time).

3.6

Recommendations issued by Polymaths Engineering are advisory in nature. The decision to act on or implement such recommendations rests with the Customer.

4.1

The Customer shall do everything that is reasonably necessary to enable timely and correct execution of the Agreement, including providing access to Customer Systems, accurate documentation, credentials, and the personnel needed for hand-overs.

4.2

The Customer shall ensure that all information it provides to Polymaths Engineering is accurate, complete and current. The period within which Polymaths Engineering is required to perform any Service will not commence until all necessary information and access have been received.

4.3

The Customer is responsible for backing up Customer Data before granting Polymaths Engineering access to Customer Systems, except where Polymaths Engineering has explicitly accepted that responsibility in Writing.

4.4

The Customer warrants that it holds all permits, authorisations, licenses and rights necessary for Polymaths Engineering to perform the Services in respect of the Customer Systems.

4.5

Where the Services involve handling personal data, the Customer is the controller within the meaning of the GDPR; Polymaths Engineering acts as a processor. The Customer ensures that all required legal bases for processing are in place.

5.1

The Customer is prohibited from using the Services to violate Dutch or other applicable laws, or to infringe the rights of third parties.

5.2

The Customer shall not engage Polymaths Engineering to perform work the Customer knows or could reasonably suspect to be unlawful, fraudulent, or intended to facilitate the harm of third parties.

5.3

Polymaths Engineering may refuse, suspend or terminate Services if, in its reasonable opinion, continuing would expose it to legal, reputational or operational risk.

5.4

Polymaths Engineering is entitled at all times to report any suspected criminal offences.

6.1

All intellectual property rights to Materials developed by Polymaths Engineering in the context of the Agreement rest exclusively with Polymaths Engineering or its licensors.

6.2

Upon full payment of the agreed fees, Polymaths Engineering grants the Customer a perpetual, non-exclusive, non-transferable, worldwide licence to use the Materials internally for the purposes for which they were delivered.

6.3

Generic methods, techniques, know-how, frameworks, templates and reusable code components developed or used by Polymaths Engineering remain its property and may be used in other engagements, provided no Customer Data or confidential information is disclosed.

6.4

The Customer shall not remove or alter any copyright, trademark or other proprietary notice from the Materials, and shall not reproduce or make Materials public beyond the licence granted, except as required by law.

6.5

Release of source code, design files or other working files is only mandatory if explicitly agreed in Writing.

7.1

Unless expressly stated otherwise, all prices quoted by Polymaths Engineering are exclusive of VAT and other government levies.

7.2

Services are billed on a time-and-materials basis at Polymaths Engineering's then-applicable hourly rate, unless a fixed fee or retainer has been agreed in Writing.

7.3

Emergency Response work performed outside the agreed response window or outside business hours may be invoiced at an out-of-hours rate, as specified in the Agreement.

7.4

Reasonable travel, accommodation, and out-of-pocket expenses incurred in connection with the Services may be invoiced to the Customer, with prior approval where individually material.

7.5

If a price was based on information later found to be incorrect, Polymaths Engineering may adjust the price accordingly, including after the Agreement has been concluded.

8.1

Polymaths Engineering will invoice the Customer for amounts owed. Electronic invoicing is permitted. Polymaths Engineering may invoice periodically and may require pre-payment for retainers or large engagements.

8.2

The payment term for invoices is 21 days, unless otherwise agreed in Writing.

8.3

If the Customer has not paid in full within 14 days after the payment term, the Customer is automatically in default without further notice.

8.4

If the Customer is in default: (a) statutory interest is due on the outstanding amount; (b) the Customer owes the maximum statutory collection costs; (c) the Customer must reimburse all extrajudicial and judicial collection costs, including lawyers, bailiffs and collection agencies; and (d) Polymaths Engineering may suspend the Services without further notice until the outstanding amounts, interest and costs have been paid.

8.5

The Customer's right to suspension, set-off or deduction is excluded.

9.1

Polymaths Engineering's total liability for damage suffered by the Customer as a result of an attributable shortcoming in the fulfilment of the Agreement, or due to an unlawful act, is limited per event or series of related events to an amount equal to the fees (excluding VAT) paid by the Customer under the Agreement in the three (3) months preceding the event giving rise to the damage. Under no circumstances will the total compensation for direct damage exceed twenty-five thousand (25,000) euros.

9.2

Polymaths Engineering is expressly not liable for: (a) damage suffered as a result of measures taken in good faith but later proven to have been wrongly imposed; (b) damage resulting from unavailability of Customer Systems, lost data, or breach of technical or organisational security measures, except where caused by intent or deliberate recklessness on the part of Polymaths Engineering; (c) indirect damage, consequential damage, lost profits, missed savings and damage due to business stagnation.

9.3

Polymaths Engineering's liability for attributable shortcomings only arises if the Customer immediately and properly gives notice of default in Writing, setting a reasonable period to remedy the shortcoming, and Polymaths Engineering remains in default after that period. The notice of default must be received within 14 days after the Customer discovers the damage and must describe the shortcoming as precisely as possible.

9.4

The exclusions and limitations in this article do not apply where the damage results from intent or deliberate recklessness on the part of Polymaths Engineering's management.

9.5

The Customer is liable to Polymaths Engineering for damage caused by an error or shortcoming attributable to the Customer, including unauthorised actions taken by persons acting under the Customer's responsibility or with the Customer's permission.

10.1

Neither party can be held to fulfil any obligation if a circumstance beyond the party's control, and which could not reasonably have been foreseen at the time of concluding the Agreement, prevents reasonable compliance.

10.2

Force majeure includes (but is not limited to): disruptions to public infrastructure on which the Services depend; cyber-attacks against the Customer Systems or against Polymaths Engineering's own systems; shortcomings of suppliers; government measures; strikes; wars; terrorist attacks; civil unrest; and epidemics.

10.3

If a force majeure situation lasts longer than three (3) months, either party may terminate the Agreement in Writing. Work already performed will be settled proportionately.

11.1

The parties will treat information provided to each other before, during or after the execution of the Agreement as confidential when marked as such or when the receiving party should reasonably understand the information to be confidential. This obligation extends to employees and engaged third parties.

11.2

Polymaths Engineering will not access Customer Data beyond what is necessary for the proper execution of the Agreement or required by law or court order. Access will be limited and logged where reasonable.

11.3

Polymaths Engineering may refer to the Customer as a client of Polymaths Engineering and may use the Customer's name and logo for reference purposes, unless the Customer objects to this in Writing.

11.4

The confidentiality obligation survives termination of the Agreement for as long as the providing party can reasonably claim the confidential nature of the information.

12.1

To the extent that the Services involve Polymaths Engineering processing personal data on behalf of the Customer, Polymaths Engineering acts as a processor within the meaning of the GDPR. A data processing agreement (DPA) will be entered into at the Customer's request.

12.2

To the extent that Polymaths Engineering acts as a controller for its own administrative processing, Polymaths Engineering's privacy statement applies.

12.3

Polymaths Engineering will apply appropriate technical and organisational measures to protect Customer Data accessed or processed under the Agreement, consistent with industry standards for consultancy work.

13.1

The duration of the Agreement is the period of time necessary to perform the Services or, in the case of a retainer, the period agreed in Writing.

13.2

Retainer Agreements concluded for a fixed term are automatically renewed at the end of the term for periods equal to the initial term, unless cancelled in Writing with a notice period of at least one (1) month before the end of the term.

13.3

Retainer Agreements concluded for an indefinite period may be terminated by either party with a notice period of at least one (1) month.

13.4

Polymaths Engineering may suspend or terminate the Agreement in Writing with immediate effect if: (a) the Customer is in material default; (b) the Customer's bankruptcy has been filed for or declared; (c) the Customer has applied for suspension of payment; or (d) the Customer's activities are terminated or liquidated.

13.5

On termination, all amounts already invoiced remain due. If termination is attributable to the Customer, Polymaths Engineering is entitled to compensation for direct damage.

13.6

On termination, Polymaths Engineering will return or delete Customer Data and credentials in its possession, at the Customer's choice, within thirty (30) days, except where retention is required by law.

14.1

Polymaths Engineering reserves the right to change or supplement the Services and these Terms of Service. Changes also apply to Agreements already concluded, subject to a notice period of at least thirty (30) days.

14.2

Changes will be announced by e-mail to the Customer or by another channel through which Polymaths Engineering can demonstrate that the announcement has reached the Customer. Non-substantive changes of minor importance can be made at any time without notification.

14.3

If the Customer does not wish to accept a substantive change, the Customer must inform Polymaths Engineering in Writing, stating the reasons, within two (2) weeks after notification. Polymaths Engineering may then reconsider the change. If Polymaths Engineering does not withdraw the change, the Customer may terminate the Agreement effective the date on which the new conditions come into effect.

14.4

Provisions in the Agreement that relate to specific Services take precedence over the general provisions in these Terms of Service. Further written agreements between the parties prevail over these Terms of Service where expressly stated.

15.1

Dutch law applies to the Agreement.

15.2

Unless mandatory law prescribes otherwise, all disputes arising from the Agreement will be submitted to the competent Dutch court for the district in which Polymaths Engineering is located.

15.3

If any provision proves to be void or unenforceable, the validity of the remaining provisions is not affected. The parties will establish a replacement provision that reflects the original intent as closely as legally possible.

15.4

Polymaths Engineering's log files and other electronic or non-electronic administration constitute full proof of Polymaths Engineering's statements, unless the Customer provides proof to the contrary.

15.5

The parties will inform each other promptly in Writing of any changes to name, contact person, postal address, e-mail address, telephone number, company details, and (on request) bank details.

15.6

The Customer may transfer rights and obligations under the Agreement to a third party only with the prior Written permission of Polymaths Engineering.

15.7

Polymaths Engineering may transfer the Agreement in whole or in part to a parent, sister or subsidiary company, or to a third party in the event of a merger or acquisition, without further consent. Polymaths Engineering will notify the Customer of any such transfer.